Skip to content
As enacted

2. Amendment of section 132 of the Companies Act…

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

Section 132 of the Companies Act, No. 7 of 2007

(hereinafter referred to as the “principal enactment”) is hereby amended by the repeal of that section and the substitution therefore of the following new section :—

132. (1) Every private company shall transmit to the Registrar with it’s annual return—

(a)

a declaration signed by the directors of the company to the effect that to the best of their knowledge and belief, they have complied with the requirements of the principal enactment ;

(b)

a certificate signed by a director and the secretary of the company—

(i)

confirming that the company has not since the date of the last return or in the case of a first return, since the date of the incorporation of the company, as the case may be, issued any invitation to the public to subscribe for any shares or debentures of the company ;

“Declaration and certificates to be sent by every private company with the annual return.

(ii)

where the annual return discloses the fact that the number of shareholders of the company exceeds fifty, and such excess consists wholly of persons not included under section 27 in relation to that limit imposed under that section ;

(c)

a certificate issued by the

Commissioner-General of Inland

Revunue confirming that the company has fulfilled the requirements specified in section 106 of the Inland Revenue

Act, No. 10 of 2006.

(2)

(a) Subject to section 131, every private company shall with the annual return of such company, or any time prior to the winding up of such company or change of status or a similar situation specified in this

Act, notify in writing to the Registrar in the manner prescribed any such winding up or change if any to be taken place.

(b)

It shall be the duty of the Registrar to transmit a copy of such notice to the

Commissioner-General of Inland Revenue.

For the purposes of this section—

“Similar situation”

means an arrangement, amalgamation, merger or compromise as specified in the Act.”.